Poor texture and flavor of reduced-fat cheese are related to the corresponding microstructure. Cheese microstructure is a 3D microstructure, but most past studies were based on 2D microscopic images. That is not enough. In this project, we plan to use confocal laser scanning to obtain consecutive images and reconstruct a 3-D image, then do the further 3D image processing and analysis. The preliminary study, in conjunction with CDR cheese study project with the help of IMR, has shown some good results.